Putting every relationship that earns your business money — sales, supply, distribution, exports — on a written, enforceable footing.
A commercial contract is the written record of what two businesses have promised each other, including what happens when something goes wrong. The measure of a good contract is that it works on a bad day, not a good one.
Cross-border trade adds one more question: if a dispute arises, which country's law applies, and where will it be heard? Leaving these two points out of a contract can delay collecting what you're owed by years.
Beyond one-off contracts, SBP Legal prepares standard contract sets and negotiation playbooks for companies' recurring transactions.
What we do in this area
Framework and supply agreements
Structuring price, delivery, defect liability, penalty clauses and termination terms in long-term buy-sell relationships.
Distribution, dealership and agency agreements
Territorial exclusivity, sales targets, trademark use, goodwill compensation and competition law compliance.
International sales and exports
Choosing Incoterms, securing letters of credit and payment guarantees, applying the CISG, and retention-of-title clauses.
Service, license and confidentiality agreements
Software and know-how licenses, service level agreements (SLAs), NDAs and non-compete arrangements.
Governing law and arbitration clauses
Selecting arbitration institutions such as ICC and ISTAC, and structuring competent-court and notice provisions.
Contract management
Auditing your existing contract portfolio, mapping risk, and building a standard template set.
Does this page speak to your situation?
If any of the following applies to you, now is the time to talk:
- You're exporting abroad for the first time.
- Your supplier keeps delaying delivery and your contract offers little protection.
- You're about to become a brand's Turkey distributor.
- Your company signs a different contract with every customer and wants a standard set instead.
Frequently asked questions
Can I choose which country's law governs the contract?
Yes. In international commercial contracts, the parties are free to choose the governing law. But the chosen law must genuinely fit the dispute and be enforceable in the country where the judgment will be executed. Simply defaulting to 'our own law' doesn't always produce the best outcome.
Is arbitration better than litigation?
Arbitration is generally faster, confidential, and easier to enforce internationally — recognized in over 170 countries under the New York Convention. On the other hand it's costly and not economical for low-value disputes. The size of the claim and the counterparty's home country are the deciding factors.
What do Incoterms determine?
They determine at what point goods pass to the buyer, who bears freight and insurance costs, and when risk of loss transfers to the other party. Terms like EXW, FOB, CIF and DDP each represent a different risk allocation; choosing the wrong one turns into a payment dispute.
Is a penalty clause mandatory?
It isn't mandatory, but it makes proving damages much easier. Without one, you must prove the amount of loss caused by delay yourself. Keep in mind courts can reduce disproportionately high penalty clauses.
This page was last updated on 20.07.2026. Content is for general informational purposes and does not substitute for legal advice.